THE LAKE JACKSON CITIZENS ASSOCIATION, INCORPORATED REVISED AND RESTATED CONSTITUTION/BYLAWS
March 2025
ARTICLE I NAME
The name of this organization shall be LJCA, Inc. (formerly known as The Lake Jackson Citizens Association, Incorporated).
ARTICLE II PURPOSE
The purpose of LJCA, Inc shall be to promote and encourage measures concerning the health, safety, protection and the betterment of the area of Lake Jackson. The Association will represent the Lake Jackson area and its members in affairs with public officials, and with civic groups and other entities of the area. The Association is also organized for the purpose of owning and operating the Common Areas of Lake Jackson and to provide recreational facilities and activities, and to carry out related functions for the maintenance and governance of the same.
ARTICLE III MEMBERSHIP
Section 1: For the purpose of membership in the Association, the geographic boundaries of the Association mean the Lake Jackson area, consisting of the Tracts of: BELL, BROWN & HOOFF, CORNWELL, JOHNSON, JONES, LION, McGRATH, PAYNE AND PROUT.
Section 2: Membership eligibility in the Association shall be open to owners and their spouses of real property that is situated within the geographic boundaries of the Association and are of voting age in the State of Virginia. Real Property is defined as an estate or property consisting of lands and all appurtenances to lands, as buildings, crops, or mineral rights.
Section 3: The membership year is from March - February of the following year. Membership enrollment is March through May.
Section 4: A member is defined as a real property owner and/or their spouse who have paid membership dues and submitted the membership application form for the current year. Members will become members in good standing with voting privileges one week after application forms and dues are received by the Executive Board. Each member in good standing shall be entitled to one vote in each of the affairs of the Association.
Section 5: Changes in the dues amount shall be proposed by the Executive Board at the January meeting and approved by the membership upon a favorable vote of two-thirds of the voting members present at the annual March meeting.
ARTICLE IV OFFICERS
Section 1: The Officers of the Association shall be members in good standing and shall consist of President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. The officers shall be nominated and elected by members in good standing, including Executive Board members, present at the Annual Meeting, or at a special meeting as defined in ARTICLE VI, SECTION 2. Officers will serve as the Executive Board and shall take office at the close of that meeting. The Executive Board Officers’ obligations are to keep other Executive Board Officers informed of situations that may arise during the time between meetings. Duties of the Officers are described below, and other duties applicable to the officers as prescribed in the Roberts Rules of Order Newly Revised. The minimum term of office for elected officers shall be one (1) year. No Officer shall be eligible to serve in the same office for more than eight (8) consecutive years.
Section 2: Duties of Officers
PRESIDENT – The President shall preside over all meetings of the Association (as defined in Article VI) and represent the Association as directed by the membership.
VICE PRESIDENT – The Vice President shall assume all duties of the President in case of the absence of the President or President’s inability to fulfill the duties of the office. The Vice President also shall assume such duties as may be
designated by the President or the Executive Board.
RECORDING SECRETARY – It shall be the responsibility of the Recording Secretary to keep accurate minutes of all
meetings (as defined in Article VI), to serve as the custodian of all records, documents, and the Corporate Seal of the Association.
CORRESPONDING SECRETARY – The Corresponding Secretary shall conduct Association correspondence except that which is delegated to the Recording Secretary. Duties include receiving and processing membership applications, notifying members of the meetings of the Association, serving as custodian of all official correspondence of the Association, and advising the Recording Secretary of changes in membership.
TREASURER – It shall be the responsibility of the Treasurer to receive all monies due the Association, deposit funds into FDIC Insured accounts of the Association as agreed by the Executive Board, pay all accounts against the Association by check countersigned by the President, and keep an accurate record of all funds received and disbursed. A Treasurer’s report shall be given at all meetings (as defined in Article VI) of the Association and at such other times as the President may direct. The Treasurer will be bonded in an amount not less than 10% of the Association’s liquid assets as of the annual independent review.
Section 3: Election of Officers
A Nominating Committee shall be formed at a meeting of the membership (as defined in Article VI) prior to the annual meeting. During the Annual Meeting, but prior to the election, members may self- nominate and nominate other members for any office. Nominations may be made from the floor. Nominations may be declined by the nominated member.
Section 4: Ballot Process
Where there is no contest, election will be made by acclamation. In case of a contest for an office, the election shall be by majority ballot of members in good standing during the Annual Meeting.
When there is a contest, voting shall occur by confidential ballot without reference to the voter’s name.
In cases where three or more candidates receive votes from the members and no candidate receives a majority of the votes (‘Majority’ shall be defined as 50% plus one vote of the eligible voters), the candidate receiving the lowest number of votes will be eliminated from the ballot. This process of elimination shall continue through a series of ballots until such time as one candidate receives the majority of votes cast.
If a member is unable to attend the annual meeting and desires to vote in the election of the officers:
Section 6: Termination: Any Officer may be removed with or without cause at a special meeting by a two-thirds vote of the total membership.
Section 7: Vacancies: In the event of a vacancy in an elected office, the remaining Executive Board shall fill the position for the unexpired term.
ARTICLE V
EXECUTIVE BOARD
Section 1: “Executive Board” defined: The Executive Board shall consist of the elected officers.
Section 2: Powers/Corporate Action. The affairs of the Association shall be conducted by the Executive Board subject to the consent of the membership.
Section 3: The Executive Board has an annual Discretionary Fund that may be used toward the affairs of the Association without further approval from the membership. The amount of the annual Discretionary Fund and petty cash will be voted upon each Annual Meeting and added to the LJCA, Inc. Standard Operating Procedures (SOP). The Executive Board is permitted to remit regular and Recurring Expenses without a membership vote unless the cost increases by more than 15% (in which case membership approval of the payment is required). These expenditures are: Board of Directors liability insurance, VA Dishonesty Bond, Property and General Liability Insurance, Registered Agent services, sand for Big Beach, Post Office Box Rental, and payment processing fees (PayPal).
Section 4: Compensation. No Executive Board member shall receive any compensation from the Association for acting as such; provided, however, any Executive Board member may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the members.
Section 5: Board Standards. An Executive Board member shall discharge his or her duties in accordance with his or her good faith judgment of the best interests of the Association.
ARTICLE VI MEETINGS
Section 1: Regular Meetings. Unless rescheduled by the Executive Board, regular meetings of the Association shall be held during the months of March, May, July, September, November and January. The annual meeting shall be in March.
Section 2: Special meetings. The President may call a special meeting of the Association at any time when in his/her judgment matters of sufficient importance arise. They shall also call a special meeting at the request of a majority of members of the Executive Board. A special meeting shall also be called by the President and/or the Executive Board upon receipt of a written petition from members indicating reason(s) for the special meeting and signed by no FEWER than 10 members in good standing.
Section 3: Notice of meetings. Notice of regular, annual, and special, and Executive Board meetings shall be published at least one week before the date of such meeting. The notice MUST STATE stating the exact time and place at which the meeting shall be held and shall include an agenda of all items to be considered and/or voted on by the membership.
Emergency meetings may be called with 48-hour notice.
Section 4: Meetings of the Membership/Quorum. When the Corresponding Secretary reports that notices have been sent to all members and no less than a majority of the Executive Board is in attendance, then the members present shall constitute a quorum.
Section 5: Proxies. Proxy votes are permitted, and proxies must be in writing. The original proxy vote letter, signed by the absent member, dated, specifying at which meeting the proxy is to be used, and the name of the member to whom the proxy is assigned, shall be given to the Executive Board prior to any voting at specified meeting.
Section 6: Meetings of the Executive Board/Quorum. The Executive Board shall meet as needed to organize and prepare for Association meetings. No official actions will be taken during the executive board meetings and minutes of the executive board meetings will be available to members on the LJCA website (www.ljcainc.com) prior to the next regular meeting. The Executive Board may meet by electronic means. A quorum of the Executive Board shall be no less than a majority of the Board members.
Section 7: Roberts Rules. The proceedings of the Association at all meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order Newly Revised.
ARTICLE VII COMMITTEES
Committees for the following membership year may be formed at the annual meeting and as needed during any meeting of the Association (as defined in Article VI). Each Committee must have a committee chairman, defined purpose and defined term. Committees may meet by electronic means. Committees shall have a chairman who will provide updates to the Executive Board as requested and to the membership at each meeting (as defined in Article VI). Committee members must be members in good standing. Committee purposes and chairs will be listed in the association’s SOP.
ARTICLE VIII DISSOLUTION
The Association shall be incorporated under the laws of the Commonwealth of Virginia,. The dissolution of the
Association shall be in accordance with Virginia Non-Stock Corporation Act §13.1-902. ARTICLE IX
AMENDMENTS
This Constitution may be amended at the Annual Meeting upon favorable vote of two-thirds of the voting members present, provided that it shall have been proposed by either (A) a petition to the President in writing signed by five members in good standing, or (B) by a majority vote of the executive Board, provided that Members shall have been notified of such proposed action no less than 60 days prior to the meeting in which the Constitution is proposed to be amended. Regardless of whether an amendment is proposed through A or B, notice shall be provided to the members at the meeting prior to the Annual Meeting. Such notice shall include the time and date of the meeting in which the amendment(s) will be voted on as well as a copy of the proposed amendment(s).
March 2025
ARTICLE I NAME
The name of this organization shall be LJCA, Inc. (formerly known as The Lake Jackson Citizens Association, Incorporated).
ARTICLE II PURPOSE
The purpose of LJCA, Inc shall be to promote and encourage measures concerning the health, safety, protection and the betterment of the area of Lake Jackson. The Association will represent the Lake Jackson area and its members in affairs with public officials, and with civic groups and other entities of the area. The Association is also organized for the purpose of owning and operating the Common Areas of Lake Jackson and to provide recreational facilities and activities, and to carry out related functions for the maintenance and governance of the same.
ARTICLE III MEMBERSHIP
Section 1: For the purpose of membership in the Association, the geographic boundaries of the Association mean the Lake Jackson area, consisting of the Tracts of: BELL, BROWN & HOOFF, CORNWELL, JOHNSON, JONES, LION, McGRATH, PAYNE AND PROUT.
Section 2: Membership eligibility in the Association shall be open to owners and their spouses of real property that is situated within the geographic boundaries of the Association and are of voting age in the State of Virginia. Real Property is defined as an estate or property consisting of lands and all appurtenances to lands, as buildings, crops, or mineral rights.
Section 3: The membership year is from March - February of the following year. Membership enrollment is March through May.
Section 4: A member is defined as a real property owner and/or their spouse who have paid membership dues and submitted the membership application form for the current year. Members will become members in good standing with voting privileges one week after application forms and dues are received by the Executive Board. Each member in good standing shall be entitled to one vote in each of the affairs of the Association.
Section 5: Changes in the dues amount shall be proposed by the Executive Board at the January meeting and approved by the membership upon a favorable vote of two-thirds of the voting members present at the annual March meeting.
ARTICLE IV OFFICERS
Section 1: The Officers of the Association shall be members in good standing and shall consist of President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. The officers shall be nominated and elected by members in good standing, including Executive Board members, present at the Annual Meeting, or at a special meeting as defined in ARTICLE VI, SECTION 2. Officers will serve as the Executive Board and shall take office at the close of that meeting. The Executive Board Officers’ obligations are to keep other Executive Board Officers informed of situations that may arise during the time between meetings. Duties of the Officers are described below, and other duties applicable to the officers as prescribed in the Roberts Rules of Order Newly Revised. The minimum term of office for elected officers shall be one (1) year. No Officer shall be eligible to serve in the same office for more than eight (8) consecutive years.
Section 2: Duties of Officers
PRESIDENT – The President shall preside over all meetings of the Association (as defined in Article VI) and represent the Association as directed by the membership.
VICE PRESIDENT – The Vice President shall assume all duties of the President in case of the absence of the President or President’s inability to fulfill the duties of the office. The Vice President also shall assume such duties as may be
designated by the President or the Executive Board.
RECORDING SECRETARY – It shall be the responsibility of the Recording Secretary to keep accurate minutes of all
meetings (as defined in Article VI), to serve as the custodian of all records, documents, and the Corporate Seal of the Association.
CORRESPONDING SECRETARY – The Corresponding Secretary shall conduct Association correspondence except that which is delegated to the Recording Secretary. Duties include receiving and processing membership applications, notifying members of the meetings of the Association, serving as custodian of all official correspondence of the Association, and advising the Recording Secretary of changes in membership.
TREASURER – It shall be the responsibility of the Treasurer to receive all monies due the Association, deposit funds into FDIC Insured accounts of the Association as agreed by the Executive Board, pay all accounts against the Association by check countersigned by the President, and keep an accurate record of all funds received and disbursed. A Treasurer’s report shall be given at all meetings (as defined in Article VI) of the Association and at such other times as the President may direct. The Treasurer will be bonded in an amount not less than 10% of the Association’s liquid assets as of the annual independent review.
Section 3: Election of Officers
A Nominating Committee shall be formed at a meeting of the membership (as defined in Article VI) prior to the annual meeting. During the Annual Meeting, but prior to the election, members may self- nominate and nominate other members for any office. Nominations may be made from the floor. Nominations may be declined by the nominated member.
Section 4: Ballot Process
Where there is no contest, election will be made by acclamation. In case of a contest for an office, the election shall be by majority ballot of members in good standing during the Annual Meeting.
When there is a contest, voting shall occur by confidential ballot without reference to the voter’s name.
In cases where three or more candidates receive votes from the members and no candidate receives a majority of the votes (‘Majority’ shall be defined as 50% plus one vote of the eligible voters), the candidate receiving the lowest number of votes will be eliminated from the ballot. This process of elimination shall continue through a series of ballots until such time as one candidate receives the majority of votes cast.
If a member is unable to attend the annual meeting and desires to vote in the election of the officers:
- The member shall notify the current Recording Secretary in writing of his/her intent to vote via proxy. Said notice must be received by the Recording Secretary prior to the casting of the ballots. The proxy notice shall either be assigned to a member in good standing in attendance at the annual meeting or include a list of candidates in order of voting preference.
- If unassigned to another member in attendance at the annual meeting, the Recording Secretary will be responsible for casting the proxy ballot on behalf of the absent member based on the succession of preference provided in the proxy; and the proxy vote shall remain confidential.
Section 6: Termination: Any Officer may be removed with or without cause at a special meeting by a two-thirds vote of the total membership.
Section 7: Vacancies: In the event of a vacancy in an elected office, the remaining Executive Board shall fill the position for the unexpired term.
ARTICLE V
EXECUTIVE BOARD
Section 1: “Executive Board” defined: The Executive Board shall consist of the elected officers.
Section 2: Powers/Corporate Action. The affairs of the Association shall be conducted by the Executive Board subject to the consent of the membership.
Section 3: The Executive Board has an annual Discretionary Fund that may be used toward the affairs of the Association without further approval from the membership. The amount of the annual Discretionary Fund and petty cash will be voted upon each Annual Meeting and added to the LJCA, Inc. Standard Operating Procedures (SOP). The Executive Board is permitted to remit regular and Recurring Expenses without a membership vote unless the cost increases by more than 15% (in which case membership approval of the payment is required). These expenditures are: Board of Directors liability insurance, VA Dishonesty Bond, Property and General Liability Insurance, Registered Agent services, sand for Big Beach, Post Office Box Rental, and payment processing fees (PayPal).
Section 4: Compensation. No Executive Board member shall receive any compensation from the Association for acting as such; provided, however, any Executive Board member may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the members.
Section 5: Board Standards. An Executive Board member shall discharge his or her duties in accordance with his or her good faith judgment of the best interests of the Association.
ARTICLE VI MEETINGS
Section 1: Regular Meetings. Unless rescheduled by the Executive Board, regular meetings of the Association shall be held during the months of March, May, July, September, November and January. The annual meeting shall be in March.
Section 2: Special meetings. The President may call a special meeting of the Association at any time when in his/her judgment matters of sufficient importance arise. They shall also call a special meeting at the request of a majority of members of the Executive Board. A special meeting shall also be called by the President and/or the Executive Board upon receipt of a written petition from members indicating reason(s) for the special meeting and signed by no FEWER than 10 members in good standing.
Section 3: Notice of meetings. Notice of regular, annual, and special, and Executive Board meetings shall be published at least one week before the date of such meeting. The notice MUST STATE stating the exact time and place at which the meeting shall be held and shall include an agenda of all items to be considered and/or voted on by the membership.
Emergency meetings may be called with 48-hour notice.
Section 4: Meetings of the Membership/Quorum. When the Corresponding Secretary reports that notices have been sent to all members and no less than a majority of the Executive Board is in attendance, then the members present shall constitute a quorum.
Section 5: Proxies. Proxy votes are permitted, and proxies must be in writing. The original proxy vote letter, signed by the absent member, dated, specifying at which meeting the proxy is to be used, and the name of the member to whom the proxy is assigned, shall be given to the Executive Board prior to any voting at specified meeting.
Section 6: Meetings of the Executive Board/Quorum. The Executive Board shall meet as needed to organize and prepare for Association meetings. No official actions will be taken during the executive board meetings and minutes of the executive board meetings will be available to members on the LJCA website (www.ljcainc.com) prior to the next regular meeting. The Executive Board may meet by electronic means. A quorum of the Executive Board shall be no less than a majority of the Board members.
Section 7: Roberts Rules. The proceedings of the Association at all meetings shall be conducted in accordance with the latest edition of Roberts Rules of Order Newly Revised.
ARTICLE VII COMMITTEES
Committees for the following membership year may be formed at the annual meeting and as needed during any meeting of the Association (as defined in Article VI). Each Committee must have a committee chairman, defined purpose and defined term. Committees may meet by electronic means. Committees shall have a chairman who will provide updates to the Executive Board as requested and to the membership at each meeting (as defined in Article VI). Committee members must be members in good standing. Committee purposes and chairs will be listed in the association’s SOP.
ARTICLE VIII DISSOLUTION
The Association shall be incorporated under the laws of the Commonwealth of Virginia,. The dissolution of the
Association shall be in accordance with Virginia Non-Stock Corporation Act §13.1-902. ARTICLE IX
AMENDMENTS
This Constitution may be amended at the Annual Meeting upon favorable vote of two-thirds of the voting members present, provided that it shall have been proposed by either (A) a petition to the President in writing signed by five members in good standing, or (B) by a majority vote of the executive Board, provided that Members shall have been notified of such proposed action no less than 60 days prior to the meeting in which the Constitution is proposed to be amended. Regardless of whether an amendment is proposed through A or B, notice shall be provided to the members at the meeting prior to the Annual Meeting. Such notice shall include the time and date of the meeting in which the amendment(s) will be voted on as well as a copy of the proposed amendment(s).